Jupiter 2007-08

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Jupiter Bioscience Limited

BOARD OF DIRECTORS

VENKAT R. KALAVAKOLANU Chairman & Managing Director

Dr. M.C. SRINIVASAN Director

K.N. GUHA Director

RUDOLF H. TANNER Director

AUDITORS

A.G.V. REDDY & Co.

15-570-33, 1st Floor

Pallavi TowersSubh ash Road, Opp . Canara Bank

Anan tapu r 515 001.

Andhra Pradesh.

BANKERS

Indu strial Developm ent Bank of India

Chapel Road

Hyderabad 500 001.

REGISTERED OFFICE

24, KolharI.D.A.

Bidar 585 401

Karnataka.

CORPORATE OFFICE

10-3-2/ 15, Sripu ri Colony

East Marred pally

Secunderabad 500 026.

Andhra Pradesh.

WORKS

24, Kolhar Survey No. 111 Survey No. 10 & 10/ E2/ A2

I.D.A., Bidar 585 401 Cheriyal Village Gaddapotharam Village

Karnataka. Sangareddy Mandal Jinnaram Mandal

Medak District Medak District

And hra Prad esh. And hra Prad esh.

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Twenty Third Annual Report 2007-2008

Chairmans Speech..

I am happy to use this opportunity to communicate to you the progress and investments

made by your company in the past financial year and the opportunities and prospects it has

going forward.

At the outset I would like to convey that the company has now started reaping the fruit of all

the investments in R&Dand global marketing made in the past. We are now being recognized

in several parts of the world as the highly focused and competent players in the peptides

arena. W e are progressing very well on our goal to be an integrated global peptides company .

Global life science companies like Merck are approachingus forbusiness alliances.

The sales for the year were Rs.129.81 Crores which was a 23.83% increase over the previous

year. The Profit after tax for the year was Rs.27.04 Crores which was a 43.75% increase over

the previous year. Hence your company is on the growth path.

During the financial year, we made our presence felt in Europe by way of an acquisition. We

acquired a high end GMP approved manufacturing facility of Merck, located in Switzerland.

The acquisition is complete and will give your company a competitive edge in the global

peptide market since it now has a manufacturing facility in Europe. Already your company

has several manufacturing facilities in India and once the manufacturing facility in USA is on

stream, we would possess a global delivery model.

The R&D group is churning out new products, and the product profile of the company wouldbe alluringin the years to come. The companys R&D expenditure was 6.34% of sales for the

financial year, which is testimony that your company is a R&D focused company. I would like

to highlight here, that it is not just the amount we spend on R&D but the high productivity

of our R&D team.

During the year, Ranbaxy Laboratories made a strategic investment in your company. The

intent behind this is that while your company would focus on product development and

manufacturing, Ranbaxy would enhance the global marketing capabilities of your company.

During the year company also completed an equity fund raising programme of Rs 100 crores,

from Qualified Institu tional Investors.

I am certain that in the coming years, we will be a global leader in the peptides arena. W e are

honored to have the shareholders of the company to be part of this exciting journey.

Warm regards

Venkat R. Kalavakolanu

Chairman & Managing Director

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To


24, Kolhar , IDA,

Bidar, Karnataka 585 401.

I have examined th e registers, records, books and

papers ofJUPITER BIOSCIENCE LIMITED (the

Company) as required to be maintained u nd er

the Companies Act, 1956 (the Act), the Rules

made thereunder and a lso the provis ions

contained in the Memorand um and Articles ofAssociation of the Company (requ irements) for

the year ended March 31, 2008. Based on my

examinat ion as wel l as informat ion and

explanation furnished by the Company to me

and the records m ade available to me, I report

that:

1. The Company is a Listed Public Company

and has complied with all the requirements

of the Listing Agreement and Company has

paid the Listing Fees.

2. All the registers and other records requiredund er the Act and the Rules made there under

have been maintained in accordan ce with the

requirements.

3. Al l the requ i si t e forms , re tu rns and

documents required under the Act and the

Rules mad e there und er have been filed w ith

the Registrar and other Authorities as per

Statutory requirements.

4. All the requirements relating to the meetings

of Board of Directors, Shareholders, Cred itors

and others (wherever applicable) as well as

relating to the Minutes of the proceedings

thereat have been complied with.

5. All the appointments of Directors and other

Officers of the Compan y have been made in

accordance w ith the requirements.

6. Due disclosures under the Act have been

mad e by the Compan y and its Directors.

7. Certificates of the shares have been issued

and de l ive red and t rans fe rs and

transmissions thereof have been registered as

per requirements.

8. Statutory requirements in connection w ith

NSDL and CDSL has been complied with.

9. Requirements relating to declaration andpayment of dividend have been complied

with.

10.Particulars of creation, modification and

satisfaction of charges conferr ing security on

the Companys property or undertaking have

been filed w ith the Registrar of Com panies as

per requirements.

11.Loans and Investments have been mad e by

the Company in accordance wi th

requirements.

12. All necessary approvals of Directors ,Shareholders, Central Government and other

Authorities (wherever applicable) as per

requirements have been obtained.

Savita Jyoti

Company Secretary in Wholetime Practice

FCS No. 3738

E-86, Sainikpuri

Secunderabad - 500 094.

Secunderabad

August 29, 2008

SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED MARCH 31, 2008

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NOTICENotice is hereby given tha t the 23rd An nu al General

Meeting of the Members of the Company will be

held a t the Registered Office of the Com pan y at 24,

Kolhar, I.D.A., Bidar 585 401, Karnataka, on

Mond ay, Septem ber 29, 2008 at 10:30 a.m. to tran sact

the following business:

ORDINARY BUSINESS

1. To receive, cons ider and ad opt the Audi ted

Balance Sheet as a t March 31, 2008 and Profit and

Loss Account for the year ended as on that date

and the Reports of the Directors and the Aud itors

thereon.2. To declare dividend for the year.

3. To appoint a Director in place of Mr. K. N Guh a

wh o retires by rotation and being eligible, offers

himself for re-app ointment.

4. To appoint a Director in place of Dr. M. C.

Srinivasan who retires by rotation and being

eligible, offers himself for re-appointment.

5. To consider and if thought fit, to pass, with or

withou t m odification, the following resolution

as an Ordinary Resolution.

RESOLVED THAT the ret i r ing Audi tors ,

M/ s. A.G.V. Redd y and Co., wh o being eligible

for r e -appoin tment , be and i s hereby r e -

appointed as Auditors of the Company to hold

office from the conclusion of this meeting until

the conclus ion of the next Annual General

Meeting and to authorize the Aud it Committee

of the Board of Directors to fix the remu neration

of the said Auditors.

SPECIAL BUSIN ESS

1. To consider and if thought fit, to pass with or

without modif icat ion(s) , the fol lowing

resolution as special resolution:

RESOLVED THAT pursuant to the provisions

of Section 81(1A) and other ap plicable prov isions,

if any, of the Companies Act, 1956, the relevant

provisions of the Memorandum and Articles ofAssociation of the Comp any an d su bject to such

approvals, consents, permissions and sanctions

as ma y be necessary from th e SEBI, Government

of India, lenders to the Comp any and appropriate

auth orities, bodies or agencies and subject to such

conditions as may be prescribed by them while

granting such approvals, consents, permissions

and sanctions and subject to such conditions and

alterations which the Board of Directors of the

Company (hereinaf ter refer red to as the

Board), may think fit to accept in the interest

of the Company, the Board be and is hereby

auth orized to offer, issue an d allot up to 7,50,000

Equity Shares for an aggregate nominal value

not exceeding Rs.75,00,000 (Rup ees Seventy Five

Lakhs only), to be issued a t a rate to b e calculated

as per the Guidelines issued by the SEBI in this

regard, on preferential basis to promoters, on

such terms and conditions and in such tranches

as may be decided by the Board in its absolute

discretion.

RESOLVED FURTHER THA T withou t prejudiceto the generality of the above, the Board be and

is hereby authorized to determine as to the

terms and conditions of the said offer, when to

offer, the number and value of the Offer(s) in

each tranche and utilization of the issue proceeds.

RESOLVED FURTHER THA T for the purpose of

giving effect to the above Resolution, the Board

be and is hereby authorized to do all such acts,

deeds, matters and things and execute all such

deeds, documents, instruments and writings as

i t may in i t s absolute discret ion deem f i t ,

necessary or desirable, and pay any fees and

commiss ion an d incur expenses in relat ion

thereto.

RESOLVED FURTHER THAT the Board be and

is hereby authorized to delegate all or any of the

powers herein conferred to any Committee of

Directors or Managing Director or Director(s)

or any other Officer(s) of the Company to give

effect to the aforesaid Resolution.

2. To consider and, if thought fit, to pass, with or

without modification(s) the following resolution

as an Ordinary Resolution:

RESOLVED THAT the consent of the Company

be and is hereby accorded under the provisions of

Section 293(1)(d) of the Companies Act, 1956, to

the Board of Directors of the Comp any borrow ingfrom time to time all such sums of money as they

may d eem requisite for the pu rpose of the business

of the Company notwithstanding that moneys to

be borrowed together wi th m oneys al ready

borrowed by the Company (apart from temporary

loans obtained from the Companys Bankers in

the ordinary course of business) will exceed the

aggregate of the paid-up capital of the Company

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and its free reserves, that is to say, reserves not so

set apart for any specific purpose provided that th e

total amount u pto w hich m oneys may be borrowed

by the Board of Directors and outstanding at time

shall not exceed the sum of Rs. 400 Crores.

RESOLVED FURTHER THAT the consent of the

Company be an d is hereby given in terms of Section

293(1)(a) and other applicable provisions if any of

the Companies Act, 1956 to the board of directors

of the Compan y for the creation of the Mortgage/

charge on the Companys immovable and m ovable

properties, wheresoever situated, p resent and

future, such charge to rank either pari-passu with

or second subsequent, subservient and subordinateto all the Mortgages/ charges created/ to be created

by the Company for all the existing and future

borrowings and facilities whatsoever in favour of

the lender(s).

RESOLVED FURTHER THAT the Board of the

Directors of the Company be and is hereby

authorized to do and execute all such acts, deeds,

and things as m ay be necessary for giving effect to

the above resolution.

By Order of the Board

for JUPITER BIOSCIENCE LIMITED

Venkat R. KalavakolanuChairman & Managing Director

P lace : Bidar

Date : August 29, 2008

Notes:

1. A member ent it led to attend and vote at the

meeting is entitled to appoint a proxy to attend

and vote instead of himself and such a proxy

need not be a member. Proxies in order to be

effective must be received by the Company not

less than 48 hours before the commencement of

meeting.

2. Pursuant to clause of the Listing Agreement withstock exchanges, additional information related

to directors recommend ed for appointment/ re

appointment at the Ann ual General Meeting

appears in the Directors report and accounts.

3. Members/ proxies should p roduce at the entrance

of the venue duly fil led attendance slip for

attending the meeting.

4. The Register of Members and Transfer Books of

the Company wi l l r emain c losed f rom

Wednesday, September 24, 2008 to Friday,

September 26, 2008. (Both days inclusive).

5. The Dividend as recommended by the Board of

Directors, if declared at the Annual General

Meeting, will be paid on or before October 28,

2008.

6. An Explanatory Statement pu rsuant to Section

173(2) of the Companies Act, 1956 is annexed

hereto.

7. Members holding shares in physical form are

requested to notify/ send the following to the

Companys Share Transfer Agents:

i . Any change in their address/ mandate/ bank

details.

ii. Particulars of their bank accounts in case the

same have not been sent earlier; and

iii. Share certificate(s) held in m ultiple accoun ts

in identical names or joint accounts in the

same ord er of nam es for consolidation of such

shareholdings into one account.

XL Softech Systems Limited

3, Sagar Society

Road No, 2, Banjara Hills

Hyd erabad 500 034.

8. Members holding shares in electronic form areadvi sed tha t the add res s / bank de ta i ls as

furnished to the Company by the respective

Depositories, namely NSDL and CDSL, will be

printed on the d ividend warrants. Members are

requested to inform the concerned depository

participants of any change in address, dividend

mandate, etc.

9. Members holding shares in physical form and

desirous of making a nomination in respect of

their share holding in the Compan y, as perm itted

un der section 109 A of the Com pan ies Act, 1956,

are requested to submit details to the transfer

agents of the Compan y, in the pr escribed form 2B for this purpose.

10. Comp anys equity shares are listed on Bombay

Stock Exchange Limited , P.J. Towers, Da lal Street,

Mumbai 400 001. The Company has paid the

annu al listing fee for the finan cial year 2008-2009

to the Exchange.

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ITEM NO. 1

1. The funds raised through the equity share

subscribed by the promoters will be utilized

by the Company / Subsidiary Companies for:

(a) Research an d Development program me

related primarily to Organ ic Chemistry and

New Chemical Entities (b) Research and

Development programme related pr imarily to

Peptide Chemistry, Chiral Chemistry and

Biotechnology (c) working capital (d)pu rsuing other business opp ortun ities which

may p resent them selves in the future.

2. The promoters will subscribe to Equity Shares

not exceeding 7,50,000 on a firm allotment

basis on such terms and conditions and at

such p rice arrived as per SEBI Guidelines. The

relevant date forming the basis for the pr ice

at which Equity Share w ill be allotted is 30th

August, 2008.

3. The following person(s) will participate in

the issue of preferential allotment of equity

share.4. The preferential Allotment will not result in

any change in the managem ent and control

over the Company and there will not be any

change in the compensation of its Board of

Directors or voting r ights.

5. The Equity Shares to be allotted shall rank

par i-passu with the existing equity shares of

the Compan y and allotment of equity shares

will be comp leted within the stipu lated time

as per law.

6. The price at which the Equity Shares issued

will be calculated as per SEBI Preferential offerguidelines.

This resolution is required to be p assed under

Section 81(1A) of Companies Act, 1956 and

as per the SEBI Guidelines wh ich requires the

shareholders permission and your Board

recomm ends for adop tion of the same.

Non e of the Directors is, in any w ay, interested

or concerned in the resolution, except to the

extent of number of shares that may be

subscribed by them.

ITEM NO. 2

Und er Section 293(1)(d) of the Comp anies Act,

1956, the Board is required to take the perm ission

of the Shareholders to borrow mon ies in excess

of paid-up capital and free reserves of the

Compan y. Although your Comp any desires to

fund its requirements through internal earnings,

in v iew of i t s entry in to expans ion cum

diversification, for taking u p new prod uct lines

and possibilities of future growth , the Comp any

wou ld like to keep open its options of adop ting

the debt route to fund its future plans. This

resolution is pu t forth as an ord inary resolutionfor the consideration of the Shareholders.

Your Directors recommend the resolution for

your app roval.

None of the Directors of the Company is in an y

way concerned or interested in the resolution.

By Ord er of the Board




Place: Bidar


EXPLAN ATORY STATEMEN T

(Pursu ant to the pr ovisions of Section 173(2) of the Com pan ies Act, 1956)

Name of the Share Holder Pre-Issue % to Equity Equity Shares % to

Holding Pre-Issue proposed to be Equity

allotted on

Preferential Basis

Venkat R. Kalavakolanu 1311500 8.53% 750000 12.78%

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BRIEF RESUME OF MR. K.N. GUHA

Name : K.N. Guha

Age : 61 Years

Date of Birth : 24.03.1947

Educational

Qu alificat ions : B.Sc., LL.B.,C.A.IIB.,

Professional Experience

1. Corporate Finance (Debt and Equity

Markets)

2. Business and Management Advisory

3. Project Finance

4. IPO Advisory

5. Visiting faculty to Bank Training Centres.

BRIEF RESUME OF DR. M.C. SRINIVASAN

Name : M.C. Srinivasan

Age : 73 Years

Date of Birth : 17.08.1935

Educational

Qualifications : M.A. (Botany),Madras Un iversity, 1955

Ph.D. (Mycology & Plant

Pathology), University of

Pune, 1959

Research and Professional Experience

Over 45 years research experience in the study of

Micro Organisms and their application for the

discovery of novel metabolities and Industrial

Enzymes.

Associated with the Biochemical Sciences

Division for the N ational Chemical Laboratory,Pune for over 37 Years ( since October , 1957 )

and retired in Au gust, 1995 as Head , Microbial

Technology and Biochemical Sciences Division.

As a CSIR Emeritus Scientist, worked in the

National Chem ical Laboratory from September,

1995 to August , 2000.

ADDITIONAL INFORMATION ON DIRECTORS ELIGIBLE FOR

APPOINTMENT/RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING

Specialisation in Mycology, Microbial

Technology and Indu strial Enzyme Technology

and made significant contributions in the area

of Microbial Biodiversity exploration and

identification of novel Microbial strains for

prod uction of Indu strial Enzymes with u nusu al

properties.

Publ ished/ Patented s tudies on Microbia l

amylase, Fungal alkaline, Protease, Cellulase and

Cellulase Free xylanases from Alkalophilic

bacteria, actinomycetes and fun gi.

Author of over 60 pu blications in Nationa l and

International Journals and also several process

patents in Industrial Enzyme Technology (Indian

and U.S.Patents)

Awards, Honours and Membership of

Academies :

J.V.Bhat Eur eka Forbes Award for excellence

in Microbiology (1990)

Elected to the prestigious Fellowship of the IndianNat ional Science Academ y (INSA), New Delhi

(FNA) in 1995.

Nom inated mem ber of the World Federation of

Cultu re Collections as a specialist member of the

Endangered Culture Collections committee /

participated by invitation and delivered lectures

at International Conferences at Pragu e and USA.

Member of the Editorial Board of the World

Journal of Microbiology and Biotechnology, U.K.

Member of the Advisory Committees of the

Department of Science and Technology,Department of Biotechnology, Government of

India as an expert mem ber for project evaluation

and recommend ation for sup port.

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DIRECTORS REPORT

Dear Members

Your Directors have pleasure in presenting

herew ith the 23rd ANN UAL REPORT together

with th e Aud ited Statement of Accounts of the

Comp any for the year end ed Mar ch 31, 2008.

FINANCIAL HIGHLIGHTS

The Finan cial Results for the year end ed Mar ch

31, 2008 are as under:

(Rupees in Lakhs)Year ended Year end ed

31.03.2008 31.03.2007

Sales 12980.71 10399.41

Other Income 125.90 11.57

Operating Profit 5967.12 4545.12

(Before Interest and

Depreciation)

Interest and p re-payment 1096.92 681.13

Premium

Depreciation 1733.38 1316.75

Profit before Taxation 3136.82 2547.24Provision for Taxation 354.37 760.63

Provision for Taxation

(Earlier years) (217.81) -

MAT Credit Entitlement (354.37) -

Provision for Fringe

Benefit Tax 9.09 4.63

Provision for Deferred Tax 641.89 (99.46)

Profit after Taxation 2703.64 1881.44

Appropriations:

General Reserve 750.00 750.00

Dividend 362.67 221.89

Dividend Tax 61.64 31.07

Surp lus Carried to

Balance Sheet 8559.31 7029.97

During the year under review your company

recorded a robu st growth in sales. The Sales has

risen by over 23.83 % and the Profit After

Taxation has gone u p by 43.75 % as compared to

the pr evious year. This was achieved d ue to all

round improvement in all the businesses of the

comp any . In FY 2007-08, the comp any w as

successful in winn ing a long term contract from

Merck, Germany to sup ply pep tide raw materials

and intermediates manufactured by the company.

This contract was won after a long process of

validation of your companys technological

capabilities and business processes by Merck

compared to m any other international players.

The year also saw many leading pharmaceutical

companies in Europe and USA sourcing their

requirements from the company. During the year

the company made significant investments in

up grading its quality assuran ce system to meet

the expectations of these international customers.

Significant investments were also made in all

the manufacturing facilities to upgrade and

mod ernize the facilities and equip them to han dle

the new products being manufactured by the

company. Your company also upgraded the

analytical facilities and R&D Infrastructure

systems in line with the growth in business. Your

company also undertook a major revamp in theunit which was acquired from Aurobindo

Pharma Limited to make i t su i table for

manu facturing the pep tide group of prod ucts of

the compan y.

This un it has also been mod ernized to und ertake

manu facture of some of the generic bulk dru gs

wh ich the compan y wan ts to manu facture from

this facility in the coming year. During the year

the company also steeped up efforts on all roun d

training of emp loyees in technical areas such as

synthesis and purification of peptides and

project managem ent to satisfy the expectationsof the customers in terms of quality, delivery

schedu le, and commu nication.

DIVIDEND

Your Directors have recommend ed d ividend for

the 9th year successfully after achieving a good

growth in p rofit du ring the year.

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Dividend of Rs 2.00 per Equity Share (20.00% on

1,81,33,470 Equ ity Shares of Rs.10/ - each for th e

finan cial year 20072008. The divid end payou t

will aggregate to Rs.362.67 Lakhs and the

dividend, if approved at the forthcoming Annual

General Meeting, will be paid to all eligible equity

shareholders.

TECHN OLOGY FOCUS OF THE COMPANY

The technology focus of the compan y has

enabled the company to develop m ore than 400

products in i t s ca ta logue and es tabl ish a

leadership position in the peptide businessinternationally. During the year the company

continued its efforts on developing products

based on its in-house R&D and was able to

develop and commercially supply several

products for the firs t t ime to many of i ts

customers. In the peptide business the company

has continu ed to strengthen its position in the

solution phase pep tide synthesis app roach. The

expertise in process development is being

continuou sly refined to stay competitive.

During the year your company has also invested

cons iderable resources in d eveloping theprocesses for manufacture of generic peptide

APIs. These APIs are quite comp lex to synthesize

which is evident from the limited number of

players in the API market. During the year the

company p rogressed on optimizing the synthesis

and purification processes for eight generic

peptide d rugs w hich it is targeting to laun ch in

the coming years.

In the drug interm ediates business the company

has looked at novel approaches for synthesis with

a major focus on bio- t ransformat ion or

manu facture of many d rug intermed iates usinga combination of chemical and enzymatic route.

INTERNATIONAL MARKETING AND

SALES EFFORTS

Your company has been following the practice

of participating in international trade shows to

show case its prod ucts for the last several years

which has been paying rich d ividend s. Some of

the international trade shows in which the

company p articipated in the year un der review

are given in the table below. Some of the notable

shows wh ere the company p articipated includ es

the Bio2007 which covers the latest

development in the biopharm aceutical indu stry

and p rovided your company an op portunity to

interac t wi th more than 1000 companies

exhibiting their products. Another such event

where your company participated was Chemspec

Europe which covers the fine and speciality

chemica l indus t ry and your company

participated in this event to showcase i ts

capabilities to the European customers. Your

company also participated in 20th Symposium

of the American Peptid e Society wh ich w as held

in Montreal, Canada an d included participants

covering leading pep tide researchers from USA

and Canada, peptide synthesis comp anies,

peptide user indu stry and the man ufacturers of

equipment u sed in the peptide industry.

Name of the Exhibition Date & Place

Bio 2007 Boston, USA

May 6-9, 200720th American Montreal, Canada

Peptide June 26-30, 2007

Symposium 2007

Chemspec Europe Amsterdam, Netherland

June 27-28, 2007

CPhi Worldwide, Milan, Italy

2007 October 24, 2007

44th Japanese Toyoma, Japan

Peptide Symposium November 7-9, 2007

International Conference Kobe, Japan

on Coenzyme Q10 November 9-12, 2007Informex 2008 New Orleans, USA

Jan 29-Feb 1, 2008

CPhi Japan Tokyo, Japan

April 9-11, 2008

Chemspec Ind ia 2008 Mumbai, Ind ia

April 9-10, 2008

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BUSINESS OUTLOOK FOR COMIN G YEAR

World w ide peptides are being increasingly used

as targets for therap eutics, vaccines, diagn ostics

and dru g delivery systems. The trend is on the

increase because of the inherent limitations of

the small molecules to handle the growing

complexity of diseases. The compan y is therefore

prov ided continu ous challenges in synthesizing

the peptide building blocks to support th e dru g

development indu stry. In the coming year the

company expects to laun ch some of the generic

peptide APIs in the u nregulated m arket barringany un foreseen delays in regulatory. Further the

compan y will also consolidate its position in the

custom peptide synthesis work especially

throu gh the solid p hase synthesis route from the

US facility. The company is also planning to

manufacture some organic APIs in the coming

year the p rocesses for man ufacturing the same

are und er development.

STATEMENT PURSUANT TO LISTING

AGREEMENT

The Equity Shares of the Company are listed with

The Bombay Stock Exchange Limited (BSE). Your

Company has p aid the respective Annual Listing

Fees up -to-date.

SAFETY AND ENVIRONMENT

PROTECTION

Your Company has been fol lowing s t r ic t

environmental protection standards and ensured

that emp loyees health and safety measu res are

maintained and monitored through out the plant.

CONSERVATION OF ENERGY,

TECHNOLOGY, ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND

OUTGO

The Compan ys operations do not involve high

consumption of energy. But the Company is

taking all the necessary steps for the optimum

utilization of energy. The necessary particulars

to be furnished un der 217(1)(e) of the Companies

Act, 1956 read w ith the Com pan ies (Disclosure

of Particulars in the Report of the Board of

Directors) Rules, 1988 are furnished in the

annexure to this Report.

The particulars to be furnished w ith regard to

Technology Absorption and Research and

Developm ent are given in the Annexure-1 to this

Report.

FOREIGN EXCHANGE EARNINGS AND

OUTGO

Your Com pan y has earned Foreign Exchange ofRs.678.01 Lakhs on account of direct exports

during the year 2007-2008. The Company has

expen ded Rs.848.87 Lakhs in Foreign Exchange

on accoun t of Investm ent in Jup iter Bioscience

Inc., U.S.A., International travel, impor ts of raw

materials and on expenses related to business

development during the year 2007-08. The

Management has m ade an extensive survey of

foreign markets for the Comp anys prod ucts and

several orders are in pipeline and there will be

substan tial earnings in Foreign Exchange in the

Curren t Year.

DIRECTORS

Mr. K. N. Guha retires by rotation in this Annu al

Genera l Meet ing and is e l ig ible for re-

app ointment. Your Directors recomm end h is re-

appointment.

Dr. M. C. Srinivasan retires by rotation in this

Annual General Meeting and is eligible for re-

app ointment. Your Directors recomm end h is re-

appointment.

AUDITORS

M/ s. A.G.V. Reddy & Co., Chartered Accountants,

the Statutory Au ditors of the Company retire at

the ensuing Annual General Meeting and is

eligible for re-appointment. They have furnished

a certificate pursuant to Sec 224(1) of the

Comp anies Act, 1956 regarding their eligibility

fo r re -appo in tmen t and your Di rec to rs

recommend ed his re-appointment.

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SUBSIDIARIES

100% Subs idiary of your Company Sven

Genetech Limited d uring the year m ade rap id

strides in synth esis of specialty p eptides, launch

of new formulations and development of its

capabilities in the diagnostics and enzymes

areas.

The compa nys subsidiar y in USA, Jup iter

Bioscience Inc. is gearing up for man ufacture of

custom peptides and generic peptide APIs by the

solid p hase pep tide synthesis.

The results of the Subsidiary Companies are

attached to this Report along with the statement

pursuant to Section 212 of the Companies Act,

1956.

RESEARCH & DEVELOPMENT (R&D)

The company incurred an expendi ture of

Rs.822.12 Lakhs in 2007-08 on R& D. This

expenditure was incurred in d eveloping the cost

effective route for synthesis of several new

peptide building blocks and development of

dru g intermediates.

STRATEGIC INVESTMENT BY M/S.

RANBAXY LABORATORIES LIMITED

Your company entered in to a s t ra tegic

partnership w ith M/ s. Ranbaxy Laboratories

Limited in the last financial year for selling

peptide APIs and peptide formulations in the

international market. Your comp any has allotted

31,75,000 equity share warrants on May 28, 2007,

wh ich shall be convertible into equ ity shares at

Rs.147 per equity share. Your company has

received 20% of the total considera tion upfront

in the year und er review and the balance amountis payable within 18 months of allotment of

warran ts. M/ s. Ranbaxy Laboratories Limited

will hold 14.91% of the expanded equity share

capital of the Company on conversion of these

warrants.

PLACEMENT OF EQUITY SHARES TO

QUALIFIED INSTITUTIONAL BUYERS

Your Company had raised an amount Rs.100

crores from the above category of investors in the

last financial year by placing 65,21,470 Equity

Shares of Rs.10/ - each w ith a share pr emium of

Rs.143/ - per equity share w hich shall rank p ari

passu in a l l respects inc luding dividend

entitlement with the existing Equity Shares of

the Comp any. The same has been u tilized by the

comp any for upgrad ation and mod ernization of

facilities and investment in su bsidiaries.CONVERSION OF WARRANTS OF

PROMOTERS

Equi ty shares a l lo t ted to Mr. Venkat R.

Kalavakolanu, Chairman & Managing Director

of the Company on account of conversion of

Equity Share Warran ts to the extent of 27,50,000

on 27.03.2007 and 12.04.2007 are cancelled as

per Directions of Honorable High Court of

Karnataka vide th eir ord er d ated 12.06.2008.

INDUSTRIAL RELATIONS

Your Directors are pleased to inform you that the

relations with emp loyees includ ing workm en at

all levels continu e to be warm and cordial. The

Directors place on record their appreciation of

the devoted services rendered by th e employees.

PERSONNEL

The Board of Directors would like to place on

record i ts deep ap preciation for rend ering

imp eccable services to every constituent of the

Comp any by the employees at all levels. Industrial

Relations continued to be cordial throughout the

year at all locations.

Particulars of employees required to be furnished

u/ s 217(2A) of the Comp anies Act, 1956 read

with th e Companies (Particulars of Emp loyees)

Rules, 1975 are given in the annexure attached

and forms part of the report.

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DEPOSITS

The Company has not raised any deposits during

the year under Section 58A of the Companies

Act, 1956.

CORPORATE GOVERNANCE Clause 49 of

the Listing Agreement.

Your Company has complied with all the

recomm endations of the Corp orate governance

code as provided in Clause 49 of the Listing

Agreement . The compliance report as

recommended, is provided elsewhere in thisAnnual Report along with a Certificate of

Comp liance from the Auditors.

DIRECTORS RESPONSIBILITY

STATEMENT AS PER SECTION 217(2AA) OF

THE COMPANIES ACT, 1956

In accordance with Section 217 (2AA) of the

Companies Act, 1956 the Directors of the

Company hereby state that :

l That in the prepara t ion of the Annual

Accounts , the appl icable account ing

standards have been followed along w ithproper explanations relating to material

departures.

l That the Direc tors have se lec ted such

account ing pol ic ies and appl ied them

cons is tent ly and made judgments and

estimates that are reasonable and p rud ent so

to give a true and fair view of the state of affairs

of the Company at the end of the financial

year and of the profit or loss of the Comp any

for that period.

l That Direc tors have taken proper and

suff ic ient care for the maintenance of

adequate accounting records in accordance

with th e provisions of the comp anies Act for

safeguard ing the assets of the Comp any and

for p reventing and detecting fraud and other

irregularities; and

l That the Directors have prepared the accounts

for the financial year end ed March 31, 2008

on a going concern basis.

ACKNOWLEDGEMENTS

Your Company wishes to place on record the

s t rong suppor t and in te re s t f rom a l l the

Shareholders in both retail and the institutional

segment. Your Company wishes to place on

record the apprec ia t ion of cont inued co-

operation support an d p atronage received from

all other stakeholders including government,

bankers, suppliers and customers. Your Directorsalso wish to place on record their appreciation

of the service rendered by all emp loyees of the

Company.

Cautionary note:

The statements forming part of the Directors

report may contain certain forward looking

remarks within the meaning of applicable

securities laws and regulations. Many factors

could cause the actual resu lts, perform ances or

achievements of the Company to be materially

different from an y futu re results, perform ancesor achievements that may be expressed or implied

by such forward looking statements.

By Order of the Board




Place: Bidar


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ANNEXURE TO DIRECTORS REPORT

ANNEXUREI

FORM A: CONSERVATION OF ENERGY

(Form for disclosure of Particulars with respect to Conservation of Energy)

2007-2008 2006-2007

1. Power & Fuel Consump tion

a. Electricity:

Purchased Units 20,92,647 14,68,735

Total Amount (Rs. in lakhs) 71.15 46.27

Rate per Unit (Rs.) 3.40 3.15

b. Own generation through Diesel Generator

Units 3,41,101 1,40,993

Total Amount (Rs. in lakhs) 18.59 7.64

Cost per Unit (Rs.) 5.45 5.42

c. Coal:

Quantity in Tonnes 3,945 1,197

Total Cost (Rs. in lakhs) 94.68 27.41

d. Furnace Oil

e. Oth ers

2. Consump tion per unit of Production

Electricity (Rs.) 38.78 26.99

Coal (Rs.) 40.92 13.73

FORM B : RESEARCH AN D DEVELOPMENT

(New product development and process development)

1. Specified areas in which R & D is carried out by the Company

i. Developm ent of cost effective processes for synthesis of new d rug intermed iates, speciality

and fine chemicals and bulk d rugs

ii. Novel processes for the manufacture of peptide building blocks

iii. Developm ent of novel protecting reagents and coupling reagents for p eptide synthesis

2. Benefits derived as a result of the above R & D

The entire prod uct range and turnover of the company is a result of the R&D investments made by

the comp any in developing these products. Thus the business growth and add ition of produ ctsis derived from the investment m ade in R&D.

3. Future Plan of Action

a. Research & Developm ent on generic peptide APIs

b. Research and Development on add ing new peptide building blocks in the produ ct portfolio.

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Expenditure on R & D, Technology Absorption, Adaptation and Innovation

a. Efforts in brief, mad e towards technology absorption, adaptation and innovation.

Technology involved in manu factur ing prod ucts is comp letely in-house .Our R&D expenditu re

is pr imarily towards pr ocess innovation or process developm ent aimed to evolve processes for

manufacture of higher value added products. We have built a significant R&D infrastructure

over the years and in the p rocess established a long experience in p rocess innovation and process

improvement across wid e range of technology platforms.

b. Benefits derived as a Result of the above efforts

A large number of new produ cts have been introduced by the compan y, with quality and at a cost

wh ich make it very comp etitive in the mar ket place.

Research and Development Expenditure incurred during the year for Product and Process

Developm ent is Rs.822.12 Lakhs and the sam e is accounted as Revenue Expenses for the year.

FORM C: FOREIGN EXCHANGE EARNINGS AND OUTGO

Current Year Previous Year

01.04.2007 to 31.03.2008 01.04.2006 to 31.03.2007

Rs. in Lakhs Rs. in Lakhs

Foreign Exchange Earnings 678.01 351.66

Foreign Exchange Outgo 848.87 435.16Net Foreign Exchange Earnings -170.86 -83.50

FORM - D : AN NEXURE TO DIRECTORS REPORT

Information pu rsuan t to Section 217 (2A) of the Comp anies Act, 1956

N am e Age Qu ali- Desig- Date of Exp eri Gross Last

(Yrs) fications nation Comm encem ent -ence Rem uneration Em p loy

of employment (yrs.) Rs.in Lakhs -m ent

Sri Venkat R.

Kalavakolanu 46 B.Sc., MBA Chairman and 10.03.1992 2 1 36.00 N atcoManaging Pharm aceu ticals,

Director H yd erabad

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1. IND USTRY STRUCTURE AND

DEVELOPMENT

Peptides in Therapeutics

There are currently thirty peptide generic

dru gs in m arket and six peptide dru gs which

are still under patent protection. If we look at

the dru g development p ipeline it has more

than 270 pep tide based m olecules which are

in various clinical phases and nearly 400

molecules in the p reclinical ph ase. Thus, that

emerging dru g d evelopm ent pipeline offers

immense opportunities for the companies

engaged in synthesis as these molecules

progress in var ious phases of c l in ica l

developm ent. The peptide therapeutic market

was repor ted to be over 5 billion in 2007 and

was expected to become 10 billion by th e year

2011. Amylin Inc a comp any based out of

USA has launched two pept ide based

d iabe te s d rugs which toge the r a re

contributing mor e than 0.6 billion in sales in

the markets where they have been launched.

Thus we can expect a dou ble digit growth inthe pep tide therapeutics market.

With many comp anies developing pep tides

as therapeutic agents there are only a handful

of companies which can synthesize these

pep tides on the large scale. There is a

concentra t ion of these manufac tur ing

companies in Switzer land, USA and

Belgium . There are number of custom pep tide

manufacturers across the world in many

countr ies but there manufac tur ing is

primarily limited to solid phase peptide

synthesis which can deliver primarily smallquan tities for research scale d evelopm ent.

However in the recent years the

manufacturing industry is attempting to

build equipment w hich can un dertake larger

quantities for synthesis and this development

is bringing about a m arked imp rovement in

the availability of peptides at a lower cost.

There is a large need for these drugs in the

un -regulated markets especially for segments

such as oncology, AIDS, altered immune

condi t ions , end ocrine and metabol ic

disorders.

Peptides in Vaccines

The global vaccine industry has opened

several opportunities for the peptides. The

vaccine developers are looking at peptides as

promis ing candidates for vaccine

developm ent for both hu man an d v eterinary

applications. This is because specific imm un e

response generated by the p eptide vaccines.

There are several peptides in various ph ases

of clinical development and one peptide

vaccine has entered th e comm ercial market.

This vaccine has been launched by Pfizer and

is used for immuno castration of pigs and

comp anion animals and marketed un der the

brand nam e Imp rovac. Some of the vaccines

un dergoing Phase III clinical trials include a

vaccine for gastric cancer from Sanofi Pasteur

and a vaccine for treatment of AIDS from

Bionor Imm uno a company based in Norway.The notable vaccines under development in

Phase II include a vaccine for treatment of

Allergy an d a vaccine for H epatitis C virus. If

we look at the complete list of peptid e vaccines

under development for prevention and

management of infectious diseases such as

ma laria, small pox and certain cancers and

diseases of central nervous system such as

Alzheimers. Some of the reasons peptides

as p otential vaccines is as follows:

l The abi l i ty to exclude de le ter ious

sequences from full-length antigens orother pathogen-derived molecules.

l Lipid , carbohydra te and phosphate

groups can be readily introduced in a

con t ro l l ed manner to improve

imm un ogenicity, stability and solubility.

l Peptides are easily characterized and

analysed for pu rity using well-established

MANAGEMENT D ISCUSSION AND ANALYSIS

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analytical techniques su ch as l iquid

chromatography and mass spectrometry.

This facil i tates quali ty control and

ultimately approval by the regulatory

authorities.

l The production of chemically defined

pep tides can be carried ou t econom ically

on a large scale.

l Peptide p reparations can be stored freeze-

dried, wh ich avoids the n eed to m aintain

a cold-chain facility in storage, transpor t

and d istribution.l There is no risk of reversion or formation

of adverse reassortants that can lead to

virulence, which is a potential problem

with live attenuated vaccine preparations.

l There is no risk of genetic integra tion or

recombination, which is a p roblem facing

regulatory authorities that are dealing

with DN A vaccines.

l Peptide-based vaccines can be designed

to include multiple determinants from

several path ogens, or mu ltiple epitopes

from the same pathogen.l The introduction of non-natural amino

acids and peptide-like molecules into

pep tide-based vaccines allows the d esign

of more drug-like compounds, which

opens up avenu es for vaccine delivery and

rational dru g design in vaccinology

Peptides as Biomarkers

A biomarker is defined as a characteristic that

can be measured and evaluated as an indictor

of normal biological processes or

pharmacologic response to therapeutic

intervention . Changes in Biomarker statuscould be d etected an d quantified in tissues

and body fluids such as blood, urine etc.

Biomarkers are excellent tools for clinical

research and diagnostic use. Commonly u sed

pep tide Biomarker is p rocalictonin wh ich is

used for detection of bacterial infection/

sepsis, Brain Natruretic peptide is used for

diagn osis of cardiovascular d iseases such as

heart failur e. Beta amy loid peptid e is a

biomarker used in the de tec t ion of

Alzheimers disease. These biomarkers are

generally assayed by conventional method

such as immuno assays as wel l as by

advanced techniques like LC/ MS, PCR and

micro-array etc.

Peptides as D rug D elivery Vehicle

Apart from as d rugs and vaccines, peptides

have been explored in formulations as dru g

delivery veh icles as well as targeting agentssuch as immu no toxins and rad ionucleides.

2. RESEARCH AN D DEVELOPMENT

The company is currently consolidating its

position in m anufacture of peptide reagents

and building blocks with a cost effective

process which will facilitate to bring down

the total cost of these drugs to th e end user.

The company is also developing processes

for manufacture of generic peptide drugs

which can be init ially launched in the

unregulated markets which have hitherto

been u ntapped.Advanced Organic Chemistry

The Advanced Organic Chemistry platform

is directed tow ards process innovation and

process development to arrive at cost effective

processes for manufacture of advanced

organic intermediates / penu ltimate

intermed iates and generic APIs where cost is

the m ajor d riving force. Some of the processes

where the capabilities are continuously

enhanced are mentioned below:

l Cyclization

l

Hydrogenationl Schiffs Base Reaction

l N-Carboxy Anhyd rides

l High Pressure reaction

Peptide Chemistry

The Peptide Chemistry platform is directed

toward s d eveloping comp etence across the

complete value chain of peptides starting

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from pep tide building blocks for therapeutics,

vaccine and diagnostics for wid e range of

diseases. Some of the processes were

continuous efforts for enhancing the

capabilities are includ ed

l Friedel crafts reaction

l Esterification

l Active esters

l Mixed anhyd rides

l Chloro carbonation

l Curtious

3. OPPORTUNITIES AND THREATSWith a wel l es tabl ished experience in

synthesis of peptide building blocks and

having an integrated model for nearly a

decade the comp any is poised to exploit the

opportu nities presented by the strong grow th

in the p ep t ide use r indu s t ry cove r ing

therap eutics, vaccines, diagn ostics and d rug

delivery systems. Fur ther the research based

business mod el of the company is attracting

global comp anies to outsource research and

manu facturing to the company. Most of the

international players in the p eptide indu stryare having manufacturing operations in

Europe and USA and your comp any with its

primary man ufacturing base in Ind ia is better

equipped to hand le the price pressures in the

international market.

Growing demand for production and

research outsourcing in the global

pharmaceuticals industry

The implementation of the product patent

regime in Ind ia has increased the confiden ce

of the International Companies in ou tsourcing

prod uction and research in India. With ours t rengths in process development and

manufacturing efficiencies we expect that

there will be increase in our business from

contract manu facturing.

International Marketing

Your companys sales have primarily been

driven so far through indirect channels of

distribu tors and retailers in the past. We are

making conscious efforts to imp rove our direct

presence in some of the international markets.

With the establishmen t of marketing offices

in Europe and USA your company expects

that it will be able further improve its business

in these markets.

THREATS

Your Companys results of operations have

been influenced and will continue to be

influenced by th e following key factors:

Cost of raw materials and other inputsRaw m aterials constitute on e of the significant

cost elements in our business. Fluctuations

in the p rice of the raw m aterials have a direct

impact on our op erations. To offset the impact

of the increase in the price of raw m aterials

the company has been continuously striving

to go in for value add ed pr odu cts.

Fluctuation in the Exchange rates

The fluctuation in the exchange rate of rupee

against the major international currencies

such as Euro, United States dollars and

Japanese yen impacts the business of thecompany. The company has not taken any

forward contracts in the past to hed ge against

the fluctuations in th ese cur rencies.

Expenditure on R&D

Process R&D is very important in our

business not only to reverse engineer and

develop new p rodu cts but also compete with

the comp etition. In the pharm aceutical sector

there is continuous d emand on redu ction in

manufacturing costs and p rocesses. The R&D

expenditure of the company has been incurred

to meet these requirements and to develop newproducts.

Capital Expenditure

The products manufactured by the Company

are qu ite comp lex in synthesis and require a

large number of manufac tur ing s teps .

Because of the comp lexity of synth esis and

the wide range of products the Compan y has

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Commitment to Excellence

Your Company is committed to multi-skills

development of its employees to enhance their

performance. Your Companys endeavor is to

provide projects which would facilitate the

employees to t ake on a wide range o f

respon sibilities and prepare them with skill sets

in broad areas of operat ions.

Commitment to Innovation

Your Compan y encourage its employees to be

innovative and wou ld foster this spirit in all areas

of operation p articularly R&D.Performance Measurement

Rewards and growth of emp loyees will be based

on completely on performance for which the

goals will be clearly defined and agreed by the

employees.

Training and D evelopment

The Tra ining & Development program is

designed to provide sufficient training and

counseling the em ployees to successfully perform

their jobs and the goals set up for them. In add ition

your Company also arranges and supports its

employees pursue further academic studies suchas PhD programm es by post graduate emp loyees.

Employee Communication

Employees wi l l rece ive c lear and t imely

commun ication on all work related issues.

Employee Relations

Employee relations continued to be quite

satisfactory. Managem ent never intend s to have

any bias towards its employees on the basis of

race, sex, age and creed.

By Ord er of the Boardfor JUPITER BIOSCIENCE LIMITED



Place: Bidar


been incurring significant expenditure on

capital equipm ent in the last few years.

Increasing employee compensation in India

Employee compensation has been on increase

in India in all indu strial sectors and more so

in the R&D sector. This has impacted us in

the past and will also have impact on our

future operations.

4. PRODUCT-WISE OR CATEGORY WISE

PERFORMANCE

Sales Rs. in Lakhs

Pep tid es (Pep tid e Reagen ts - 7407.53& Amino Acids)

Drug Intermediates - 3201.60

Fine Chemicals - 2371.58

Total 12980.71

5. INTERNAL CONTROL SYSTEMS AN D

THEIR ADEQUACY

Your Company has adequate internal control

procedures commensurate with its size and

nature of the business. These business control

procedures ensure efficient use and protection

of the resources and compliance with the

policies, procedures and statutes. The internal

control systems provide for well-documented

pol ic ies , guide l ines , authorisa t ions and

approval procedures . Your Company has

professional firms on its internal Audit Panel,

wh o carried objective of such aud its is to test the

adequacy and effectiveness of all internal

controls laid dow n by the man agement and to

suggest improvements. The top management

every month and the Audit Committee of the

Board p eriodically review the internal Aud itors

find ings and recommend ations.

6. HUMAN RESOURCES

Our Philosophy

Your Company attracts and retains qualified,

productive and motivated employees. Our

Human resource programs are based on the

bus iness phi losophy and the opera t ional

strategy of the Company.

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1. Companys philosophy on code of

Governance

Your Comp any p hilosophy of Corporate

Governance envisages attainment of the

highest level of transpa rency, accoun tability

and equi ty in a l l i t s dea l ings wi th

Shareholders, Employees, Government and

Lenders and your Company believes that

good Corporate Governance contemplates

that corporate actions, balance the interestsof all stakeholders and satisfy the tests of

transp arency, indep end ence, accoun tability,

respons ibi l i ty , fa i rness and socia l

responsibility.

2. Board of Directors

Composition of Board

Jup iter Board consists of three N on-Executive

Directors, all of whom ar e also independ ent

Directors viz., Mr. K.N. Gu ha, Mr. Rud olf H.

Tanner, Dr. M. C. Srinivasan an d Mr. Venkat

R. Kalavakolanu, Chairman & ManagingDirector of the Comp any who is in whole time

employment.

During the financial year 2007-2008,

ELEVEN Board Meetings were held on the

following d ates :

i. Ap ril 12, 2007

ii. April 26, 2007

iii. May 23, 2007

REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)

iv. May 28, 2007

v. July 28, 2007

vi. August 31, 2007

vii. October 31, 2007

viii. November 14, 2007

ix. December 24, 2007

x. January 07, 2008

xi. January 31, 2008

The attendance at Board Meetings held du ring

Financial Year 2007 2008 and at th e last AGMand num ber of other directorships and committee

memberships / Chairmanships of Directors is

given below:

3. Audit Committee

Composit ion, names of members and

Chairperson

Aud it Committee of your Com pany consists

of two Non-Executive Independ ent Directors

nam ely Mr. K.N. Gu ha, Dr. M. C. Srinivasan,

and Venkat R. Kalavakolanu, Chairman &

Managing Director of the Company. Mr. K.N.Guha is the Chairman of the Audit Committee

Meetings.

The Audit Comm ittee has been empow ered

to do all acts, to comply w ith the ap plicable

provisions of the Listing Agreement and the

Companies Act, 1956.

Terms of reference for the Audit Committee

include:

Name of Director Attendance No. of other Committee

particulars Directorships Membership

held as on date as on date

(Including Jup iter)

Board Meetings Last AGM Member Chairman

Venkat R. Kalavakolanu 11 Yes 2 3 1

K.N. Guha 10 Yes 2 3 2

Dr. M.C. Srinivasan 10 Yes 2 3

Rudolf H. Tanner 4

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1. To oversee the Companys financia l

reporting process and disclosure of its

finan cial information.

2. To recommend the appointment , re -

appointment and removal of Statutory

Aud itors and fixation of the aud it fee.

3. T o r e co m m e n d a p p o in t m e n t , r e -

appointment, removal and fixation of

remun eration of internal auditors.

4. To review and d iscuss with the Auditors

about internal control systems, the scopeof audit including observations of the

Aud itors, adequacy of the internal Aud it

function, m ajor accoun ting policies ,

practices and entries, compliance with

accounting standards and compliance

with the s tock exchange and legal

requirements concerning f inancia l

statements and related p arty transactions,

if any.

5. To review the Companys financial and

risk management policies and discuss

with the internal aud itors any significantfind ings for follow-up th ereon.

6. To review the financial statements before

subm ission to th e Board of Directors.

7. To ensure that adequate mechanism for

prevention and detection of fraud s is in

place.

8. Any re la ted pa r ty t ransact ions i .e .

transactions of the Company of material

na tu re , w i th p romote rs o r the

management , the i r subs idiar ies or

relatives, etc. that may have potentialconflict with th e interests of the Company

at large.

Meetings and attendance during the year

The Committee met FIVE times dur ing the year

on Ap ril 26, 2007; July 28, 2007; August 31, 2007;

October 31, 2007; January 31, 2008.

No. of No. of

N am e of the Mem ber Meetings Meetings

Held Attended

Mr. K.N. Guha 5 5

Dr. M.C. Srinivasan 5 5

Mr. Venkat R. Kalavakolanu 5 5

4. Remuneration Committee

The purp ose of the Remu neration Committee

of the Company shall be to discharge the

Boards responsibil i t ies relating to

remuneration of the Companys Executive

Direc tors . The commit tee has overa l l

responsibility for ap proving and evaluating

and recommending plans, policies and

programs re la t ing to remunera t ion o f

Executive Directors of the Com pan y.

The Committee consists of Independent

Directors and has met once du ring the year

on October 31, 2007 and the attendance of

each m ember of the Committee is given below:

Name Desig- Committee

nation Meeting

AttendedMr. K.N. Guha Chairman 1

Dr. M.C. Srinivasan Member 1

Mr. Rudolf H. Tanner Member 1

Details of remuneration to D irectors/

Executive D irectors:

Name Desig- Remuneration

nation paid/ to be paid

for the financial

year 2007-2008

(Rs. in Lakhs)Mr. Venkat R. Chairman & 36.00

Kalavakolanu Managing

Director

Non-Executive Directors:

The Company does not pay any remu neration

to N on-Executive Directors except sitting fees

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for attending the meeting of the Board/

Committee and reimbursement of traveling

and out of pocket expenses for attending such

meetings. A sitting fees of Rs.2,500/ - (Rup ees

Two thousand five hun dred only) is paid for

attending each Board/ Committee Meeting.

5. Share Transfer and Shareholder / Investor

Grievance Redressal Committee

1. Composition, name of members and

Chairperson

The Comm ittee compr ises of Sri Venkat

R. Kalavakolanu , Chairman & Managing

Director, Dr. M.C. Srinivasan, Non-

Executive Ind epend ent Director, and Mr.

K.N. Guha, Non-Executive Independent

Director.

The Committee met on 26.04.2007,

28.07.2007, 31.10.2007 and 31.01.2008.

The Comp any r eceived 321 quer ies from

the investors during the year 200708,

and all of them w ere replied/ resolved to

the satisfaction of the investors. There

were no pending valid requisitions for

transfers of shares as on March 31, 2008.

Name and designation of the

Compliance Officer

Mr. P. Veerabhadr a Rao, Vice President

Finance

Inves tor Compla ints rece ived and

resolved du ring the Year.

Nature of Complaint 2007-2008

Received Cleared

a. Relating to Transfer, 313 313

Transmission, Trans-position, Dividend,

Revalida tion of Dividen d

Warrants, Change of

Add ress & General

b. Others (Request for 8 8

Annu al Reports)

6. Annual General Meetings

The last three Ann ual General meetings were

held as und er:

Year Date Location Time

2006-2007 27.09.07 At the Regd.Office 10.30

of the Company a.m.


of the Company a.m.


of the Company a.m.

No resolution was pu t through postal ballot

in any of the General Meetings so far held by

the Comp any.

None of the resolut ions placed for

shareholders approval at this meeting require

postal ballot either und er section 192A of the

Companies Act, 1956 or under clause 49 of

the Listing Agreement.

7. Disclosures

The Company complied wi th a l l the

regu lations of the Stock Exchanges, Securities

and Exchange Board of India and other

Statutory bodies regulating the Capital

Markets. No stretchers or penalties were

imposed on the company. There are no

transactions with related parties having

potential conflict with the interest of the

company at large. Other transactions are

adequately disclosed in the notes to Annu al

accounts.

8. Means of Communication

The Quarterly, Half yearly and Annual results

are regularly submitted to the Stock Exchange

in accordance with the Listing Agreement and

are publ ished in the Indian Express /

Economic Times (in English) and Kannada

Prabha/ Uttara Karnataka ( in Regional

Language) da i l ies . These resul ts a re

simultaneously posted on the Companys

website www.jupiterbioscience.com

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SHAREHOLDERS INFORMATION

Annual General Meeting

Date an d Tim e : September 29, 2008 at 10.30 a.m.

Venue : At the Registered Office of

the Company.

24, Kolhar , I.D.A, Bidar,

Karnataka 585401.

Fin an cia l : Th e follow in g is th e tentative

Calend ar financial calend ar of the

(2008-2009) Company which is subject

to change :

1st Quarter Results:

4th Week of July, 2008.

2nd Quarter Results:

4th Week of October , 2008.

3rd Quarter Results:

4th Week of Janu ary, 2009.

4th Quarter Results:

4th Week of April, 2009.

AGM for the year2008-2009:

September 2009.

Date of : 24th

Septem ber to 26th

Book Closure September 2008 (both days

inclusive)

Divid end : On or before the 28th day of

Payment Date October 2008.

Listing on Stock : The Stock Exchange, Mum bai

Exch an ges Th e Listin g Fee for th e year

2008-2009 has been paid to

the above Stock Exchange

Stock Code : BSE Code: 524826

Dem at ISIN : IN E918B01013

Nu mber in

NSDL & CDSL

for equity shares

Stock Market Data

Monthly closing share price of high and low

quotations, traded in Bombay Stock Exchange

Ltd., for the year 2007-2008.

Month High (Rs.) Low (Rs.) Volume

April 2007 169.50 138.50 4748643

May 2007 188.45 153.05 5145430

June 2007 220.00 162.10 5259818

July 2007 242.35 192.10 5256256

Aug 2007 214.00 166.00 1989624

Sept 2007 194.80 170.40 1137491

Oct 2007 183.00 151.00 1445840Nov 2007 184.70 149.10 1772273

Dec 2007 204.00 158.85 5262219

Jan 2008 215.00 117.75 2949249

Feb 2008 193.50 113.75 1791220

Mar 2008 174.75 109.05 2275416

Distribution of Shareholding as on March 31, 2008

Category No. of % of No. of % of

From - To Share- Hol- SharesShares

hold ers d ers

1 - 500 16,140 87.73 23,75,201 13.10

501 - 1000 1,144 6.22 9,35,985 5.16

1001 - 2000 554 3.01 8,72,438 4.81

2001 - 3000 207 1.13 5,36,432 2.96

3001 - 4000 97 0.53 3,53,424 1.95

4001 - 5000 79 0.43 3,75,988 2.07

5001 -10000 92 0.50 6,97,425 3.85

10001and above 84 0.46 1,19,86,577 66.10

18,397 100.00 1,81,33,470100.00

Registrar & Share Transfer Agents:

XL Softech Systems Limited

3, Sagar SocietyRoad No. 2, Banjara Hills

Hyderabad 500 034.

Share Transfer System

Share transfers in physical form are processed

and returned to the shareholders within the

stipu lated time. Half-yearly Transfer Aud it and

Quar terly Secretarial Aud it in terms of the Listing

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Agreement are regularly carried out by an

independ ent p racticing Comp any Secretary.

The Share Transfer committee which meets

weekly aims at ensuring registration and return

of transferred shares promptly on receipt of

completed docum ents.

Depository System / Demat of Shares

The equity shares of the Company are being

traded in electron ic form from 25.09.2000 as per

SEBI circular . This facilitates faster and efficient

Transfer System and also red uce investors risksof bad delivery / loss in transit of docum ents

besides having the advantage of exemp tion from

Stamp Duty. The total Subscribed and fully paid-

up Equity Shares of th e Compan y is 1,81,33,470

Shares of wh ich ov er 84.81 of the shares are in

Electronic Mode and the rest of the shares are in

Physical form.

As per the d irections of Securities and Exchange

Board of India, trading in th e company shares

shall comp ulsorily be in d ematerialized form by

all classes of Investors and facil i t ies for

dem aterialisation are fully opera tional. The

Comp any shares are regularly traded on BSE.

There are no outstand ing GDRs / ADRs /

Warrants or an y Convertible instruments.

Works:

24, Kolhar, I.D.A, Bida r, Karn ataka 585401.

Sy. No. 111, Cher iyal Village, Sangareddy

Mandal, Medak District.

Survey N o. 10 & 10/ E2/ A2, Gadd apotharam

Village, Jinnaram Mand al, Medak Dist. A.P.

Address for Correspondence:

XL Softech Systems Limited, 3, Sagar Society,Road N o. 2, Banjara Hills, Hyd erabad -34. (or)

The Comp liance Officer,

Jupiter Bioscience Limited, 10-3-2/ 15,

Sripu ri Colony, East Marredp ally,

Secunderabad 26. AP. Tel: 040-27730980

Your Company has a webs i t e by name

www.jupiterbioscience.com


Bidar Chairman & Managing Director

August 29, 2008

Particulars of Dividend paid by the Compan y and transfer of unclaimed d ividend to the Investor Education Fund .

Sl. Year Name of the Bank % of Amount Mode of Due Date for

No. Dividend Rs. in Lakhs Payment Transfer

1. 1999-2000 HDFC Bank 10.00 88.62 Demand Draft -

2. 2000-2001 Allahabad Bank 15.00 132.93 Demand Draft -

3. 2001-2002 UTI Bank 16.50 146.22 Dividend Warrants 24.10.2009

4. 2002-2003 Global Trust Bank 18.00 159.52 Demand Draft -

5. 2003-2004 Orien tal Bank of Commerce 20.00 177.24 Div idend Warran ts 25.10.2011

6. 2004-2005 Centurion Bank 22.50 199.39 Dividend Warrants 26.10.2012

7. 2005-2006 Centu rion Ban k of Pu njab 25.00 221.55 Divid en d Warran ts 27.10.2013

8. 2006-2007 Centu rion Ban k of Pu njab 22.50 221.89 Divid en d Warran ts 27.10.2014

Declaration

As provid ed u nder clause 49 of the Listing Agreement w ith the Bombay Stock Exchange Limited, the

Board m embers and the senior management p ersonnel have confirmed compliance with the Code of

Cond uct for Board of Directors and senior man agement for the year end ed March 31, 2008.

For Jupiter Bioscience Limited

Place: Bidar Venkat R. Kalavakolanu

Date : August 29, 2008 Chairman & Managing Director

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CERTIFICATE ON CORPORATE GOVERNANCE

CERTIFICATE

To

The Members of

JUPITER BIOSCIENCE LIMITED

I have examined the comp liance of cond itions of

Corporate Governance by Jupiter Bioscience

Limited, for the year en ded on March 31, 2008,as s t ipula ted in c lause 49 of the Lis t ing

Agreement of the said Company with Stock

Exchanges in India.

The Compliance of conditions of Corporate

Governance is the respons ibi l i ty of the

managem ent. My examination was limited to

procedu res and implementation thereof, adop ted

by the compan y for ensuring the compliance of

the cond itions of Corpor ate Governance. It is

neither an aud it nor an expression of opinion on

the financial statements of the Comp any.

In my op inion and to the best of my informationand explanations given to m e, I certify that th e

comp any h as comp lied w ith the conditions of

Corporate Governance as stipulated in the above-

mentioned Listing Agreement.

I state that in respect of investor grievances

received d ur ing the year en ded March 31, 2008,

no investor grievances are pend ing against the

company for a p eriod exceeding one month as

per records maintained by the company w hich

are presented to the shareholders/ Investor

Grievance Comm ittee.

I fur ther state tha t such comp liance is neither an

assurance as to the future viabil i ty of the

Comp any n or the efficiency or effectiveness with

which the m anagement has condu cted the affairs

of the Comp any.

For A.G.V. Reddy & Co.,

Chartered Accountants

CA A.G. Venugopal Reddy

ProprietorMembersh ip No. 022554

Place : Bidar (Camp)


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AUDITORS REPORT

ToThe Members ofJupiter Bioscience Limited

1. I have audited the attached Balance Sheetof Jup iter Bioscience Limited, Bidar, KarnatakaState as at 31st March, 2008 and also the Profitand Loss Account for the year ended on thatdate annexed thereto and the Cash flowstatement for the year ended on that date.These f inancia l s ta tements a re theresponsibility of the Companys management.My respon sibility is to express an op inion onthese financial statements based on m y aud it.

2. I conducted m y audit in accordance withauditing standards generally accepted inIndia. Those Stand ard s requ ire that I planand perform the au dit to obtain reasonableassurance about whether the f inancia lstatements are free of material misstatement.An au dit includes examining, on a test basis,evidence support ing the amounts anddisclosures in the financial statements. Anaud it also includ es assessing the accoun tingprinciples used and significant estimatesmad e by man agement, as well as evaluating

the overall financial statement presentat ion.I believe that my aud it provides a reasonablebasis for my op inion.

3. As required by the Compan ies (Aud itorsReport) Order, 2003, as amended by thecompanies (Audi tors Report ) Order ,(Amend men t) 2004, issued by the CentralGovernment of India in terms of Section227(4A) of the Com panies Act, 1956, I enclosein the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the saidOrder.

4. Further to my comments in the Annexurereferred to above, I report that:

i. I have obtained all the information andexplanations, which to the best of myknow ledge and belief were necessary forthe purp oses of my audit;

ii. In my opinion, the Company has keptprop er books of accoun t as required bylaw so fa r a s appea rs f rom myexamination of those books.

iii. The Balance Sheet, Profit an d LossAccount and Cash Flow Statement dealtwith by this report are in agreement withthe books of accoun t.

iv. In my opinion, the Balance Sheet andProfit and Loss Account and Cash FlowStatement d ealt with by this report complywith the accoun ting standard s referred toin sub-section (3C) of section 211 of theCompanies Act, 1956;

v. On the basis of written representationsreceived from the directors, as on 31stMarch, 2008, and taken on r ecord by th e

Board of Directors, I report that none ofthe directors are disqualified as on 31stMarch 2008 from being appointed as adirector in terms of clause (g) of sub-section(1) of section 274 of the Companies Act,1956.

vi. In my opinion and to the best of myinformat ion and according to theexplanat ions given to me, the sa idaccounts give the information requ ired bythe Com pan ies Act, 1956, in the m annerso required and give a true and fair viewin conformity wi th the account ing

pr inciples generally accepted in India:a. In the case of the Balance Sheet, of the

state of affairs of the Company as at31st March, 2008; and

b, In the case of the Profit and LossAccoun t, of the profit for the year endedon that date.

c. In the case of the Cash Flow Statement,of the Cash Flows for the year ended

on that date.

for A.G.V. Reddy & Co.,Chartered Accountants

CA A.G. Venugopal ReddyPlace : Bidar (Camp) ProprietorDate : Au gu st 28, 2008 Mem . N o. 022554

D.No.15-570-33, 1st FloorPallavi Towers,Subhash Road,

Opp . Canara BankAnan tapu r 515 001.

Andhra Pradesh.

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ANNEXURE TO THE AUDITORSREPORTStatement on the Comp anies (Aud itors Report)

Ord er 2004.

Re : JUPITER BIOSCIENCE LIMITED.

Referred to in Paragraph 3 of our report of even date:1. a . The Company has main tained p roper

records showing ful l par t iculars ,inc luding quant i ta t ive de ta i ls andsituation of its Fixed Assets.

b. Accord ing to the in fo rma t ion andexplanations given to u s the Fixed Assetshave been physically verified by themanagem ent du ring the year. In myopinion, the frequency of such physicalverification is reasonable having regardto the size of the company and the natureof its Assets. No Material discrepancieswere noticed on such verification ascompared to the available records.

c. During the year the company has notdisposed off a substantial par t of its FixedAssets, reporting on the going concernstatus in this regard d oes not arise.

2. In respect of Inventories :a. As explained to me, the inventories have

been phys ica l ly ver i f ied by themanagement at reasonable intervalsdu ring the year.

b. In my op in ion and accord ing to theinformation and explanations given to me,the p rocedu res of physical verification ofinventories followed by the managementwere reasonable and adequate in relationto the size of Compan y and the nature ofthe business.

c. The company has mainta ined properrecords of inventory. As explained to me,there were no material discrepanciesnoticed on ph ysical verification.

3. I am informed that the company has nottaken/ granted any loans , secured orunsecured , from / to companies, firms or otherparties listed in the register maintained un derSection 301 of the Companies Act, 1956 SubClauses (b) (c) and (d) of clause (iii) ofparagrap h 4 of the order are not ap plicable,as the comp any has not granted or taken anyloans from su ch parties.

4. I n m y o p i n io n , h av in g r e g ar d t o t h eexplanation that certain items of inventorypurchased are of special nature for whichsuitable alternative sources do not exist forobtaining comparative quotations there is anadequate in terna l control sys temcommensurate w ith the size of the comp anyand the natu re of its business for the p urchaseof inven tory and fixed assets and for the saleof goods and services. Furth er, on the basis ofour examination of the books and records ofthe Comp any, carried ou t in accordan ce withthe au diting standard s generally accepted in

India and according to the information andexplanations given to us, we have neither comeacross nor have we been informed of anycontinuing failure to correct major weaknessin the aforesaid internal control system.

5. To the best of my knowledge and belief andas explained to me the Company has notentered into any transactions required to beentered in the Register maintained underSection 301 of the Com panies Act, 1956.

6. In my opinion, and according to theinformation and explanations given to me,the Company has compl ied wi th the

provisions of Section 58A and 58AA of theCompanies Act, 1956 and the Rules framedthere under and the directives issued by theReserve Bank of India, where ap plicable, withregard to the deposits accepted from the public.

7. In my opinion, the Company has an internalAud it system commensur ate with the size ofthe Compan y and nature of its business.

8. I have been informed by the management thatno Cost records have been p rescribed by theCentral Government under Clause (d) of subSection (1) of section 209of the CompaniesAct,1956 in respect of prod ucts man ufacturedby the comp any.

9. a. According to the records of the company,the company is generally regular indepositing undisputed statutory duesinc luding Provident Fund, Inves toreducation and protection fund, IncomeTax, Sales Tax, Wealth Tax, Custom Duty,Excise Du ty, Service Tax, Cess, FBT andany other Statutory d ues ap plicable to itwith the app ropriate authorities. There are

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arrears of Income tax of Rs.1017.48 Lakhsas at 31.03.2008 which are Outstandingfor a period of more than six months fromthe date they become payable. Income TaxAssessments are completed upto theAssessment Year 2004-05.

b. According to the information andexplanations given to me, there are no dues ofsales Tax, Customs Duty, Wealth Tax, ExciseDuty, Service tax, Cess which have not beendeposited on account of any d ispute.

10. The Company has no accumu lated losses atthe end of the financial year and it has not

incurred any cash losses in the current an dimm ediately preceding financial year.

11.Based on my audit procedures and on theinformation and explanations given by themanagement, I am of the opinion that theCompany has not defaulted in payment ofdu es to financial institutions and ban ks. TheCompany d oes not have any borrowings byway of debentures.

12.According to the informat ion andexplanations given to me th e company hasnot granted loans and ad vances on the basisof security by way of pledge of shares,

debentures an d other securities.13.The company is not a chit fund or a nidhimu tual benefit fund / society. Therefore, theprovisions of clause 4(xiii) of the Compan ies(Audi tors Report ) Order 2003 is notapp licable to the compan y.

14. The Company is not dealing or trading in Shares,Securities ,Debentures and other Investments .Accordingly, the Provisions of Clause 4 (xiv) ofthe Companies (Auditors Report) Order 2003 arenot app licable to the company.

15.According to the informat ion andexplanations given to me, the company hasnot given any gu arantee for loans taken by

others from bank or financial institutionsexcept for its subsidiary company, SvenGenetech Limited, Secunderabad .

16.To the best of my know ledge and belief andaccording to the informat ion andexplanations given to m e, term loan availedby the Comp any du ring the year was primafacie applied for the pu rpose for which it wasobtained.

17.According to the informat ion andexplanations given to me, on an overallexamination of the balance sheet of thecompany, I am of the opinion that th ere areno funds raised on short term basis, haveprima facie, been used d uring the year for longterm investment.

18.According to the informat ion andexplanations given to me, the Compan y hasissued 17,50,000 equity shar es on 12.04.2007(conversion of equity share warrants intoequity shares) to Mr.Venkat R.Kalavakolanu ,prom oter and present Chairman & Managing

Director of the company. The company hasallotted 27,50,000 equity share warrants toMr.Venkat R.Kalavakolanu, promoter andpresent Chairm an & Managing Director of thecompany on 13.10.2005. These Shares are yetto be listed on BSE as per the Listing Agreementwith Bombay Stock Exchange Limited.

19.According to the informat ion andexplanations given to me, the Compan y hasallotted 31,77,500 equity share warrants toM/ s. RANBAXY LABORATORIES LIMITEDon 23.05.2007 and received an amount ofRs.934.18 Lakhs tow ard s subscript ion for the

share warr ants allotted.20.According to the informat ion andexplanations given to me, the company hasraised an amoun t of Rs.99.78 Crores du ringthe financial year through p rivate placementof equity shares und er QIP Route by allotting65,21,470 equity shares on 23.05.2007, TheseShares are listed on Bombay Stock ExchangeLimited on 04.10.2007.

21.The Company has not raised any moneythrough a pu blic issue dur ing the year.

22.The company has not issued any secureddebentures.

23.According to the informat ion and

explanations given to me, no fraud on or bythe company has been noticed or reporteddu ring the year.

for A.G.V. Reddy & Co.,Chartered Accountants

CA A.G. Venugopal ReddyBidar (Camp) ProprietorAugust 28, 2008 Membersh ip No. 022554

Jupiter 2007-08

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